By MARY HOULIHAN

“Flawless,” directed with a fine eye by Michael Radford, is a diamond-heist thriller that will make you nostalgic for the smart, classy caper films of a certain era. Set in 1960s London, the details — the fashions, the actors, the sets — are impeccable.

This is a world once occupied by the suave Cary Grant, David Niven or Gig Young, where diamonds are always a temptation and there for the taking.

Screenwriter Edward A. Anderson takes this premise and makes it even more interesting by pairing two unlikely thieves, played by Demi Moore and Michael Caine, with the world’s biggest cache of diamonds. And just when you think things are beginning to make sense, they take off in another direction. If you go into this film not expecting much, you’ll be pleasantly surprised.

Moore finally gets a starring role that proves she is a fine, understated actress who can take a character and make it her own. Outfitted in impeccably gorgeous business suits perfect for the time (kudos to costume designer Dinah Collin), Moore plays Laura Quinn, a dedicated executive at the London Diamond Corp. An American who attended Oxford University, Laura is, at 38, the only female manager in the history of a prestigious company that supplies diamonds to five continents.

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Michael Caine (left) and Demi Moore plot a diamond heist in “Flawless.”

The always wonderful Caine, who could easily play a debonair role similar to those often played by the previously mentioned actors, is cast instead as a elderly working-class janitor named Hobbs — the brains behind the heist. As the night cleaning man at London Diamond, he is ignored by executives and security guards. He, however, has been observing the comings and goings for years and has stored away a startling amount of knowledge about the corporation. He hones in on Quinn’s predicament, which he uses as leverage to persuade her to join his cause.

A woman who’s playing at a man’s game in a time when such a thing was mostly unheard of, Quinn has devoted her life to her work. She quietly holds in her anger at being passed over six times for a promotion to managing director, watching as men with less experience are slapped on the back and congratulated. Of all the employees, the empathetic Hobbs singles her out, befriending her as she works late into the evening. He senses her frustration and takes a chance that she will join his plot to steal a thermos full of diamonds pilfered from the company vault. It’s enough, he assures her, to set them up for life, but so little the company will never notice the loss.

When the idea is presented, Quinn is at first incredulous; and even though she does come around, you get the feeling she is never totally at ease with the proposal — a queasy nervousness defines her every move. She is stunned when the politics and money behind London Diamond prove to be a complex web of lies and deceit that is uncovered when more than just a handful of gems disappears.

Into this scene walks Detective Finch (a nicely understated Lambert Wilson), an insurance investigator who, despite an instant attraction to Quinn, will stop at nothing to solve the crime. He senses an ulterior motive to the heist, and if you listen carefully and put two and two together, it’s easy to figure out. But there are plenty of other surprises that will keep you guessing.

The film begins and ends in modern-day London, with a nearly 80-year-old Quinn (the makeup is remarkable, and Moore is convincing) meeting with a reporter interested in her story, which unfolds during the film’s center portion.

The one gaping hole in the movie involves Quinn herself. Who is she? What drives her? Why did she forsake a husband and family for a career? A little bit of fill-in-the-blank would have made the film even more satisfying. Instead, this woman remains an enigma down to the film’s last frame.

RATING: Three stars.
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Mary Houlihan is a staff writer for The Chicago Sun-Times.